Common use of Borrowing Base Reports Clause in Contracts

Borrowing Base Reports. (i) Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Report (A) as of the close of business of the previous month by the 20th day of each month, (B) during any Borrowing Base Reporting Trigger Period, as of the close of business of the previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Day), (C) at the option of the Borrowers, during the 60 day period immediately following the consummation of the Billings Acquisition, as of the close of business of the previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Day), (D) at such other times as Agent may request after a Default or Event of Default has occurred and is continuing, (E) upon any Disposition of Borrowing Base Assets (including by way of release of a Guarantor or designation of an Intermediation Subsidiary) not in the Ordinary Course of Business in excess of 5.0% of the Borrowing Base, and (F) upon designation of any Restricted Subsidiary as an Unrestricted Subsidiary and in the case of clauses (E) and (F), such Borrowing Base Report shall demonstrate no pro forma Overadvance. (ii) All information (including calculation of Availability) in a Borrowing Base Report shall be certified by Administrative Borrower. Agent may from time to time adjust any such report (A) to reflect Agent’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; (B) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (C) to the extent any information or calculation does not comply with this Agreement.

Borrowing Base Reports. (i) So long as no Dominion Trigger Period exists and no Revolver Loans were outstanding during such quarter, by the 20th day of each quarter, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Report Report as of the close of business of the previous month, (Aii) so long as no Dominion Trigger Period exists but Revolver Loans are outstanding for more than 5 consecutive Business Days during the previous month, by the 20th day of each month, Borrowers shall deliver to Agent (and Agent shall promptly deliver to Lenders) a Borrowing Base Report as of the close of business of the previous month by the 20th day of each month, and (Biii) during any Borrowing Base Reporting the existence of a Dominion Trigger Period, by the third Business Day of each week, Borrowers shall deliver to Agent (and Agent shall promptly deliver to Lenders) a Borrowing Base Report as of the close of business of the previous week by Wednesday of each week week; provided, that with respect to such weekly reporting in clause (or if a Wednesday is not a Business Day, the next succeeding Business Day), (Ciii) at the option of the Borrowersabove, during the 60 day period immediately following the consummation of the Billings AcquisitionCash Dominion Waiver Period or at any other times as approved by Agent, each Borrowing Base Report delivered under clause (iii) shall only be required to update Accounts and Inventory which are ineligible as of the close of business last day of the previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Day), (D) at such other times as Agent may request after a Default or Event of Default has occurred and is continuing, (E) upon any Disposition of Borrowing Base Assets (including by way of release of a Guarantor or designation of an Intermediation Subsidiary) not in the Ordinary Course of Business in excess of 5.0% of the Borrowing Base, and (F) upon designation of any Restricted Subsidiary as an Unrestricted Subsidiary and in the case of clauses (E) and (F), such Borrowing Base Report shall demonstrate no pro forma Overadvance. (ii) month. All information (including calculation of Global Availability) in a Borrowing Base Report shall be certified by Administrative BorrowerBorrowers. Agent may from time to time adjust any such report report (Aa) to reflect Agent’s reasonable estimate of declines in value Value of Collateral, due to collections received in the applicable Dominion Account or otherwise; ; (Bb) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and and (Cc) to the extent any information or calculation does not comply with this Agreement.

Borrowing Base Reports. (i) Borrowers By the last day of January, April, July, and October of each year, Borrower Agents shall deliver to Agent (and Agent shall promptly deliver the same to Lenders) a Borrowing Base Report (A) Report ​ for the U.S. Borrowing Base, the U.K. Borrowing Base and the Global Borrowing Base as of the close of business on the last day of the previous calendar quarter; provided, that if a Borrowing Base Reporting Monthly Trigger Period is in effect, Borrower Agents shall, by the 25th day of each month, deliver a Borrowing Base Report to Agent as of the close of business of the previous month (provided, that in the case of the Borrowing Base Reports determined as of the close of business for the months of January, March, June and September of each year, such Borrowing Base Reports shall be delivered by Borrower Agents to Agent by the 20th last calendar day of each the subsequent month (instead of the 25th day of such subsequent month, (B) during any )); and provided further, that if a Borrowing Base Reporting Weekly Trigger PeriodPeriod is in effect Borrower Agents shall, no later than Wednesday following the end of each calendar week, deliver a Borrowing Base Report to Agent prepared as of the close of business of the such previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Day), (C) at the option of the Borrowers, during the 60 day period immediately following the consummation of the Billings Acquisition, except that any ineligible accounts may be calculated as of the close of business of the previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Dayprior month end), (D) at such other times as Agent may request after a Default or Event of Default has occurred and is continuing, (E) upon any Disposition of Borrowing Base Assets (including by way of release of a Guarantor or designation of an Intermediation Subsidiary) not in the Ordinary Course of Business in excess of 5.0% of the Borrowing Base, and (F) upon designation of any Restricted Subsidiary as an Unrestricted Subsidiary and in the case of clauses (E) and (F), such Borrowing Base Report shall demonstrate no pro forma Overadvance. (ii) . All information (including calculation of Availability) in a Borrowing Base Report shall be certified by Administrative BorrowerBorrowers. Agent may from time to time in its Permitted Discretion adjust any such report report (Aa) to reflect Agent’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; ; (Bb) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting CollateralAccounts; and and (Cc) to the extent any information or calculation does not comply with this Agreement.”

Borrowing Base Reports. (i) Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Report (A) as of the close of business of the previous month by the 20th 25th day of each month, (B) during any Borrowing Base Reporting Trigger Period, as of the close of business of the previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Day), (C) at the option of the Borrowers, during the 60 day period immediately following the consummation of the Billings Acquisition, as of the close of business of the previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Day), (D) at such other times as Agent may request after a Default or Event of Default has occurred and is continuing, (E) upon any Disposition of Borrowing Base Assets (including by way of release of a Guarantor or designation of an Intermediation Subsidiary) not in the Ordinary Course of Business in excess of 5.0% of the Borrowing Base, and (F) upon designation of any Restricted Subsidiary as an Unrestricted Subsidiary and in the case of clauses (E) and (F), such Borrowing Base Report shall demonstrate no pro forma Overadvance. (ii) All information (including calculation of Excess Availability) in a Borrowing Base Report shall be certified by Administrative Borrower. Agent may from time to time adjust any such report (A) to reflect Agent’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; (B) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (C) to the extent any information or calculation does not comply with this Agreement.

Borrowing Base Reports. (i) Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a (x) Borrowing Base Report (A) Report as of the close of business of the previous month by the 20th fifteenth day of each month, month (B) during any or, with respect to the Borrowing Base Reporting Trigger PeriodReport as of the close of business of the month ending October 31, 2022, by November 30, 2022) and at such other times as Agent may request (including, without limitation, following the occurrence and during the continuance of any Event of Default) and (y) commencing on December 7, 2022 with respect to the week ending December 2, 2022, roll-forwards of all invoiced Accounts and collections and Inventory reports, together with accounts payable aging, in each case, as of the close of business of the previous week by Wednesday the third (3rd) Business Day of each week (or if a Wednesday is not a Business Dayit being understood and agreed that with respect to the first weekly reports delivered hereunder on December 7, 2022, with respect to the next succeeding Business Dayweek ending December 2, 2022, no roll-forwards shall be required), (C) at the option of the Borrowers, during the 60 day period immediately following the consummation of the Billings Acquisition, as of the close of business of the previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Day), (D) at such other times as Agent may request after a Default or Event of Default has occurred and is continuing, (E) upon any Disposition of Borrowing Base Assets (including by way of release of a Guarantor or designation of an Intermediation Subsidiary) not in the Ordinary Course of Business in excess of 5.0% of the Borrowing Base, and (F) upon designation of any Restricted Subsidiary as an Unrestricted Subsidiary and in the case of clauses (E) and (F), such . Each Borrowing Base Report shall demonstrate no pro forma Overadvance. (iia) be accompanied by schedules which provide detail supporting such Borrowing Base Report, including, without limitation, an accounts receivable aging, accounts payable aging, sales/invoice registers and collection journals, and a detailed report of all Accounts that are not Eligible Accounts and (b) include a current Schedule 8.6.1 of the Disclosure Certificate, which has been updated as of the end of the immediately preceding month in accordance with Section 8.6.1, all in form and substance satisfactory to Agent in its discretion. All information (including a calculation of AvailabilityAvailability and Qualified Cash) in a Borrowing Base Report shall be certified by Administrative BorrowerBorrowers. Agent may from time to time adjust any such report report (Ax) to reflect Agent’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; ; (By) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and and (Cz) to the extent any information or calculation does not comply with this Agreement.

Borrowing Base Reports. (i) Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Report (A) as of the close of business of the previous month by the 20th 20th25th day of each month, (B) during any Borrowing Base Reporting Trigger Period, as of the close of business of the previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Day), (C) at the option of the Borrowers, during the 60 day period immediately following the consummation of the Billings Acquisition, as of the close of business of the previous week by Wednesday of each week (or if a Wednesday is not a Business Day, the next succeeding Business Day), (D) at such other times as Agent may request after a Default or Event of Default has occurred and is continuing, (E) upon any Disposition of Borrowing Base Assets (including by way of release of a Guarantor or designation of an Intermediation Subsidiary) not in the Ordinary Course of Business in excess of 5.0% of the Borrowing Base, and (F) upon designation of any Restricted Subsidiary as an Unrestricted Subsidiary and in the case of clauses (E) and (F), such Borrowing Base Report shall demonstrate no pro forma Overadvance. (ii) All information (including calculation of Excess Availability) in a Borrowing Base Report shall be certified by Administrative Borrower. Agent may from time to time adjust any such report (A) to reflect Agent’s reasonable estimate of declines in value of Collateral, due to collections received in the Dominion Account or otherwise; (B) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (C) to the extent any information or calculation does not comply with this Agreement.